Common use of Closing Statement and Payment Spreadsheet Clause in Contracts

Closing Statement and Payment Spreadsheet. Promptly following delivery by (i) the Company of the Company Certificate pursuant to Section 4.07(a)(ii) and (ii) Newco of the Newco Certificate pursuant to Section 4.07(b)(ii) and, in any event, not less than five (5) Business Days prior to the Closing Date and based upon the Company Certificate and the Newco Certificate, the Company shall deliver to Newco a schedule (the “Payment Spreadsheet”) setting forth: (u) the Company’s good faith estimate of the Closing Company Cash and the Closing Company Indebtedness (including the Identified Company Indebtedness (broken out by obligee and payment amount)), and the resulting calculation of the Company Value; (w) the portion of the Aggregate Consideration payable to each holder of Company Shares Outstanding with respect to such holder’s Company Shares Outstanding (including the allocation of shares of Newco Common Stock), (x) the allocation of Newco Warrants pursuant to Section 4.03(a) among holders of outstanding and unexercised Company Warrants, (y) the allocation of Converted Notes pursuant to Section 4.03(c) among holders of outstanding and unexercised Company Convertible Notes and (z) the allocation of Converted Options and Converted RSUs pursuant to Section 4.03(b) and 4.04(b), respectively, among holders of unvested Company Equity Securities, with the Payment Spreadsheet required to satisfy the following criteria: (i) for each Company Shareholder, the product of the number of shares of Newco Common Stock allocable to such Company Shareholder multiplied by the Reference Price shall equal the product of the Per Share Equity Value multiplied by the number of issued and outstanding Company Shares owned by such Company Shareholder immediately before the Effective Time; and (ii) the shares of Newco Common Stock allocable to each of the holders of Company Shares Outstanding with respect to such holder’s Company Shares Outstanding, including the shares of Newco Common Stock issuable pursuant to Section 4.03(a) and Section 4.04(a), shall equal the Aggregate Consideration. As promptly as practicable following the Company’s delivery of the Payment Spreadsheet, the DSAC Parties and their Representatives shall have a reasonable opportunity to review and discuss with the Company and its Representatives the Payment Spreadsheet and documentation provided in connection with the delivery of the Payment Spreadsheet and the Parties shall work together in good faith to finalize the Payment Spreadsheet. The calculation of Company Value, allocation of the Aggregate Consideration and the information with respect to the allocation of Converted Options and Converted RSUs and payment of Identified Company Indebtedness at Closing set forth in the Payment Spreadsheet (as finalized in accordance with the immediately foregoing sentence) shall, to the fullest extent permitted by Applicable Law, be final and binding on all parties and shall be used by Newco and the Merger Sub for purposes of issuing the Aggregate Consideration to the Company Shareholders pursuant to this Article 4, absent manifest error. In issuing the Aggregate Consideration and converting the Unvested Company Options into the Converted Options and converting the Unvested Company RSUs into the Converted RSUs pursuant to this Article 4, Newco and the Merger Sub shall, to the fullest extent permitted by Applicable Law, be entitled to rely fully on the information set forth in the Payment Spreadsheet, absent manifest error.

Closing Statement and Payment Spreadsheet. Promptly following delivery by (i) the Company of the Company Certificate pursuant to Section 4.07(a)(ii3.04(a) and (ii) Newco Parent of the Newco Parent Financing Certificate pursuant to Section 4.07(b)(ii3.04(b) and, in any event, not less than five three (53) Business Days prior to the Closing Date Effective Time and based upon the Company Certificate and the Newco Parent Financing Certificate, the Company shall calculate the Company Value and deliver to Newco Parent a schedule (the “Payment Spreadsheet”) setting forth: forth (ui) the Company’s good faith estimate of the Closing Company Cash and the Closing Company Indebtedness (including the Identified Company Indebtedness (broken out by obligee and payment amount)), and the resulting calculation of the Company Value; Aggregate Transaction Consideration, (wii) the portion of the Aggregate Transaction Consideration payable to each holder of Company Shares Outstanding with respect to such holder’s Company Shares Outstanding New JC Common Stock (including the allocation of shares of Newco New Parent Class A Common Stock), shares of New Parent Class B Common Stock and the Cash Merger Consideration) and (xiii) the allocation number of Newco Warrants Exchanged Options to be issued pursuant to Section 4.03(a) among holders of outstanding and unexercised Company Warrants, (y) the allocation of Converted Notes pursuant to Section 4.03(c) among holders of outstanding and unexercised Company Convertible Notes and (z) the allocation of Converted Options and Converted RSUs pursuant to Section 4.03(b) and 4.04(b3.01(b)(vi), respectively, among holders of unvested Company Equity Securities, with the Payment Spreadsheet required to satisfy the following criteria: (i) for each Company Shareholder, the product of the number of shares of Newco Common Stock allocable to such Company Shareholder multiplied by the Reference Price shall equal the product of the Per Share Equity Value multiplied by the number of issued and outstanding Company Shares owned by such Company Shareholder immediately before the Effective Time; and (ii) the shares of Newco Common Stock allocable to each of the holders of Company Shares Outstanding with respect to such holder’s Company Shares Outstanding, including the shares of Newco Common Stock issuable pursuant to Section 4.03(a) and Section 4.04(a), shall equal the Aggregate Consideration. As promptly as practicable following the Company’s delivery of the Payment Spreadsheet, the DSAC Parties and their Representatives shall have a reasonable opportunity to review and discuss with the Company and its Representatives the Payment Spreadsheet and documentation provided in connection with the delivery of the Payment Spreadsheet and the Parties parties hereto shall work together in good faith to finalize the calculation of the Aggregate Transaction Consideration and the Payment Spreadsheet. The calculation of Company Value, allocation of the Aggregate Transaction Consideration and the information with respect to the allocation exchange of Converted Company Options and Converted RSUs and payment of Identified Company Indebtedness at Closing into Exchanged Options set forth in the Payment Spreadsheet (as finalized in accordance with the immediately foregoing sentence) shall, to the fullest extent permitted by Applicable applicable Law, be final and binding on all parties and shall be used by Newco Parent and the Merger Sub for purposes of issuing the Aggregate Merger Consideration to the holders of New JC Common Stock and the conversion of Company Shareholders Options into Exchanged Options pursuant to this Article 4III, absent manifest error. In issuing the Aggregate Merger Consideration and converting the Unvested Company Options into the Converted Exchanged Options and converting the Unvested Company RSUs into the Converted RSUs pursuant to this Article 4III, Newco Parent and the Merger Sub shall, to the fullest extent permitted by Applicable applicable Law, be entitled to rely fully on the information set forth in the Payment Spreadsheet, absent manifest error.

Closing Statement and Payment Spreadsheet. Promptly following delivery by (i) the Company of the Company Certificate pursuant to Section 4.07(a)(ii3.08(a) and (ii) Newco Parent of the Newco Parent Certificate pursuant to Section 4.07(b)(ii3.08(b) and, in any event, not less than five three (53) Business Days prior to the Closing Date and based upon the Company Certificate and the Newco Parent Certificate, Parent and the Company shall collectively calculate the Company Value, Aggregate Cash Consideration and Aggregate Stock Consideration and, based upon such calculations, the Company shall deliver to Newco Parent a schedule (the “Payment Spreadsheet”) setting forth: forth (u) the Company’s good faith estimate of the Closing Company Cash and the Closing Company Indebtedness (including the Identified Company Indebtedness (broken out by obligee and payment amount)), and the resulting calculation of the Company Value; (wi) the portion of the Aggregate Transaction Consideration payable to the Blocker Member and each holder of Company Shares Outstanding with respect to such holder’s Company Shares Outstanding Member (including the allocation of shares of Newco Common Stock), (x) the allocation of Newco Warrants pursuant to Section 4.03(a) among holders of outstanding and unexercised Company Warrants, (y) the allocation of Converted Notes pursuant to Section 4.03(c) among holders of outstanding and unexercised Company Convertible Notes and (z) the allocation of Converted Options and Converted RSUs pursuant to Section 4.03(b) and 4.04(b), respectively, among holders of unvested Company Equity Securities, with the Payment Spreadsheet required to satisfy the following criteria: (i) for each Company Shareholder, the product of the number of shares of Newco New Parent Common Stock allocable to such Company Shareholder multiplied by and the Reference Price shall equal the product of the Per Share Equity Value multiplied by the number of issued and outstanding Company Shares owned by such Company Shareholder immediately before the Effective Time; Aggregate Cash Consideration) and (ii) the shares of Newco Common Stock allocable to each portion of the holders of Company Shares Outstanding with respect to such holder’s Company Shares Outstanding, including the shares of Newco Common Stock issuable Aggregate Transaction Consideration that can be purchased pursuant to Section 4.03(a) and Section 4.04(a), shall equal the Aggregate ConsiderationExchanged Options or acquired pursuant to the Exchanged Units. As promptly as practicable following the Company’s delivery of the Payment Spreadsheet, the DSAC Parties and their Representatives shall have a reasonable opportunity to review and discuss with the Company and its Representatives the Payment Spreadsheet and documentation provided in connection with the delivery of the Payment Spreadsheet and the Parties parties hereto shall work together in good faith to finalize the Payment Spreadsheet. The calculation of Company Value, allocation of the Aggregate Transaction Consideration and the information with respect to the allocation exchange of Converted Company Options into Exchanged Options and Converted RSUs and payment of Identified Company Indebtedness at Closing Units into Exchanged Units set forth in the Payment Spreadsheet (as finalized in accordance with the immediately foregoing sentence) shall, to the fullest extent permitted by Applicable applicable Law, be final and binding on all parties and shall be used by Newco Parent and the Merger Sub Entities for purposes of issuing the Aggregate Transaction Consideration to the Blocker Member and the Company Shareholders Members and the conversion of Company Options into Exchanged Options and the Company Units into Exchanged Units pursuant to this Article 4III, absent manifest error. In issuing the Aggregate Transaction Consideration and converting the Unvested Company Options into the Converted Exchanged Options and converting the Unvested Company RSUs into the Converted RSUs pursuant to this Article 4III, Newco Parent and the Merger Sub Entities shall, to the fullest extent permitted by Applicable applicable Law, be entitled to rely fully on the information set forth in the Payment Spreadsheet, absent manifest error.

Closing Statement and Payment Spreadsheet. Promptly following delivery by (i) the Company of the Company Certificate pursuant to Section 4.07(a)(ii) and (ii) Newco of the Newco Certificate pursuant to Section 4.07(b)(ii) and, in any event, not Not less than five (5) Business Days prior to the Closing Date and based upon the Company Certificate and the Newco CertificateEffective Time, the Company shall deliver to Newco Parent a schedule (the “Payment Spreadsheet”) setting forth: forth (uA) the Company’s good faith estimate of the Closing Company Cash and the Closing Company Indebtedness (including the Identified Company Indebtedness (broken out by obligee and payment amount)), and the resulting calculation of Aggregate Stock Consideration, (B) the Company Value; allocation of MIP Aggregate Cash Consideration and MIP RSUs among the MIP Participants, (wC) the portion of the Aggregate Stock Consideration payable to each holder of Company Shares Outstanding Capital Stock (including each holder of Company Preferred Stock pursuant to the Net Exercise and each holder of Accelerated Restricted Stock, but excluding any holder of Company Restricted Stock that is not Accelerated Restricted Stock), provided that this will be provided on an aggregate basis with respect to such holder’s the holders of Company Shares Outstanding (including the allocation of shares of Newco Common Stock), (xD) the portion of the Aggregate Stock Consideration that can be purchased under the Exchanged Options, (E) the portion of the Aggregate Stock Consideration subject to the Exchanged Restricted Stock, (F) the portion of the Aggregate Stock Consideration available for future awards under the Stock Incentive Plan following the Effective Time (the “Company Equity Plan Unallocated Pool”) and (G) the allocation of Newco the New Parent Warrants pursuant to Section 4.03(a) among holders of outstanding and unexercised Company Warrants, (y) the allocation of Converted Notes pursuant to Section 4.03(c) among holders of outstanding and unexercised Company Convertible Notes and (z) the allocation of Converted Options and Converted RSUs pursuant to Section 4.03(b) and 4.04(b), respectively, among holders of unvested Company Equity Securities, with the Payment Spreadsheet required to satisfy the following criteria: (i) for each Company Shareholder, the product of the number of shares of Newco Common Stock allocable to such Company Shareholder multiplied by the Reference Price shall equal the product of the Per Share Equity Value multiplied by the number of issued and outstanding Company Shares owned by such Company Shareholder immediately before the Effective Time; and (ii) the shares of Newco Common Stock allocable to each of the holders of the Company Shares Outstanding with respect to such holder’s Capital Stock (including holders of Company Shares Outstanding, including the shares of Newco Common Preferred Stock issuable issued pursuant to Section 4.03(a) the Net Exercise and Section 4.04(aholders of Accelerated Restricted Stock, but excluding holders of Company Restricted Stock that is not Accelerated Restricted Stock), shall equal the Aggregate Consideration. As promptly as practicable following the Company’s delivery of the Payment SpreadsheetSchedule, the DSAC Parties and their Representatives shall have a reasonable opportunity to review and discuss with the Company and its Representatives the Payment Spreadsheet and documentation provided in connection with the delivery of the Payment Spreadsheet and the Parties parties shall work together in good faith to finalize the calculation of the Aggregate Stock Consideration and the Payment Spreadsheet. The calculation of Company Value, allocation of the Aggregate Stock Consideration, the MIP Consideration and the New Parent Warrants and the information with respect to the allocation exchange of Converted Company Options into Exchanged Options and Converted RSUs and payment of Identified Company Indebtedness at Closing Restricted Stock into Exchanged Restricted Stock set forth in the Payment Spreadsheet (as finalized in accordance with the immediately foregoing sentence) shall, to the fullest extent permitted by Applicable applicable Law, be final and binding on all parties and shall be used by Newco Parent and the Merger Sub for purposes of issuing the Aggregate Merger Consideration to the holders of Company Shareholders Capital Stock (including holders of Company Preferred Stock issued pursuant to the Net Exercise and holders of Accelerated Restricted Stock, but excluding holders of Company Restricted Stock that is not Accelerated Restricted Stock), and paying the MIP Consideration to the MIP Participants, and conversion of the Company Options into the Exchanged Options and the Company Restricted Stock into Exchanged Restricted Stock, in each case pursuant to this Article 4III, absent manifest error. In issuing the Aggregate Merger Consideration and the MIP Consideration, and converting the Unvested Company Options into the Converted Exchanged Options and converting the Unvested Company RSUs Restricted Stock into the Converted RSUs Exchanged Restricted Stock pursuant to this Article 4III, Newco Parent and the Merger Sub shall, to the fullest extent permitted by Applicable applicable Law, be entitled to rely fully on the information set forth in the Payment Spreadsheet, absent manifest error.